The process of social learning is defined in this chapter as "two-way communication in a group, motivated by some inner need or stress, leading to overt or covert expression of feeling, and involving cognitive processes and change." The nature and direction of change is determined by the quality of the various individual inputs, the capacity of group members to listen to their peers, and group members' comparisons of their attitudes and beliefs. A change in the typical prison social structure is required to achieve such social learning. For change to occur, the highest echelons of prison leadership must commit themselves to change, and this is only likely to happen when public attitudes are conducive to the particular changes desired. A first step in the change of the social organization of a prison is for prison staff and administrators to experience among themselves free communication of thoughts and feelings, interaction without fear of reprisals, and an increasing level of trust. For social learning to occur in the inmate population, housing units must be limited to 20 to 30 inmates. In such a housing unit, staff and inmates will interact in nonauthoritarian ways through structured and unstructured communication that permits the honest and intimate sharing of thoughts and feelings which are translated into group and individual attitudinal and behavioral change. This chapter describes such a therapeutic community named Asklepieion established at the Federal Prison at Marion, Ill., in the late 1960's and early 1970's. Reasons for its demise and the values of its legacy are discussed. 6 notes, 10 references.